AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
AMENDMENT
NO. 2 TO
THIS
AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
(this
“Amendment”),
is
entered into by and between OPEN
ENERGY CORPORATION (formerly Barnabus Energy, Inc.),
a Nevada
corporation (the “Company”),
and
the undersigned investor (the “Investor”).
WHEREAS:
A. The
parties hereto previously entered into that certain Investor Registration Rights
Agreement dated as of March 31, 2006 (the "Agreement")
which
was subsequently amended pursuant to Amendment No. 1 to the Investor
Registration Rights Agreement (“Amendment
No. 1”).
B. The
parties to the Agreement now desire to amend certain provisions set forth in
the
Agreement as more fully described herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Investor hereby agree as
follows:
1. AMENDMENT
OF SECTION 2 (a).
Section
2(a) of the Agreement is hereby amended and replaced in its entirety with the
following:
“(a) Subject
to the terms and conditions of this Agreement, the Company shall prepare and
file, no later than forty five (45) days from the date hereof (the “Scheduled
Filing Deadline”),
with
the SEC a registration statement on Form S-1 or SB-2 (or, if the Company is
then
eligible, on Form S-3) under the Securities Act (the “Initial
Registration Statement”)
for
the resale by the Investors of the Registrable Securities, which includes at
least 44,117,647 shares of Common Stock to be issued upon conversion of the
Convertible Debentures and 13,250,000 Warrant Shares (subject only to a
reduction in the number of shares which may be registered as may be required
by
the SEC). The Company shall cause the Registration Statement to remain effective
until all of the Registrable Securities have been sold or the Registrable
Securities are eligible for sale pursuant to Rule 144(k). Prior to the filing
of
the Registration Statement with the SEC, the Company shall furnish a copy of
the
Initial Registration Statement to the Investors for their review and comment.
The Investors shall furnish comments on the Initial Registration Statement
to
the Company within twenty-four (24) hours of the receipt thereof from the
Company.
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2. AMENDMENT
OF SECTION 2(b).
Section
2(b) of the Agreement is hereby amended and replaced in its entirety with the
following:
(b) Effectiveness
of the Initial Registration Statement.
The
Company shall use its best efforts (i) to have the Registration Statement
declared effective by the SEC no later than September 5, 2006 (the "Scheduled
Effective Deadline")
and
(ii) to insure that the Initial Registration Statement and any subsequent
Registration Statement remains in effect until all of the Registrable Securities
have been sold, subject to the terms and conditions of this
Agreement."
3. EFFECT
ON OTHER TERMS.
This
Amendment in addition to Amendment No. 1 shall be deemed effective as of August
17, 2006. All other terms set forth in the Agreement shall remain unchanged
and
this Amendment, Amendment No. 1 and the Agreement shall be deemed a single
integrated agreement for all purposes.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF,
the
parties have caused this Amendment No. 2 to Investor Registration Rights
Agreement to be duly executed as of day and year first above
written.
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COMPANY:
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OPEN
ENERGY CORPORATION
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By:
/s/
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Name:
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Title:
President and Chief Executive Officer
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INVESTOR:
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CORNELL
CAPITAL PARTNERS, LP
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By:
Yorkville Advisors, LLC
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Its:
General Partner
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By:
/s/
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Name:
▇▇▇▇ ▇▇▇▇▇▇
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Title:
President and Portfolio Manager
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